ONLINE SUBSCRIPTION AGREEMENT TERMS & CONDITIONS

IMPORTANT – READ CAREFULLY:

BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE ACCEPTANCE BUTTON
(“I ACCEPT”), YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) ARE, OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED ABOVE AND BELOW AS "CUSTOMER;" AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS ONLINE SUBSCRIPTION AGREEMENT. OTHERWISE, DO NOT CLICK THE ACCEPTANCE BUTTON TO PROCEED AND YOUR REGISTRATION PROCESS WILL BE DISCONTINUED.


This Online Subscription Agreement (this "Agreement") is a legal and binding instrument entered into as of the date of electronic acceptance by Customer (the "Effective Date"), by and between the AV Capture All, Inc. company listed in Section 10 ("AV Capture All"), and "Customer," the individual or entity entering into this Agreement. AV Capture All, Inc. reserves the right to amend this Agreement from time to time without notice to Customer. The most current version of this Agreement can be reviewed by clicking on the "Terms of Service" hypertext link located at the bottom of AV Capture All’s web pages.

In consideration of the mutual promises contained herein, the parties agree as follows:
1. DEFINITIONS
1.1. “Authorized User” means an individual who has Customer’s permission to use the Licensor’s Products. An Authorized User must be a salaried staff employee of Customer persons responsible for configuration, administration, management, and maintenance of electronic computing and storage devices.  For purposes of this Agreement, the use of the term “Customer” hereinafter shall denote Customer and Authorized Users as a single whole.
1.2. “Billing Document” means an electronic and/or hardcopy document such a sales invoice, purchase receipt, or other document(s) issued by Licensor, which indicates the items, quantities, and prices for Products provided to Customer.  Customer may also find Billing Documents within Licensors website under their “My Account” page. 
1.3. “Billing Period” means the minimum time interval within the Subscription Term, as specified on the Billing Document, for which the Subscription Fee is paid. 
1.4. “Content” means the audio, video and metadata digitally captured, transmitted and stored through the use of Licensor’s Products.
1.5. “End-User License Agreement” means the license agreement that permits Customer to install and use the Products.
1.6. “Hosting” means the storage and delivery of Customer’s Content.  Content may be stored on Customer’s local capture drive, Customer’s local network server or Licensor’s hosted server.
1.7. “Other Software” means any third party software installed and used on the same computer that Licensor’s Products are installed on.
1.8. “Partner” means an authorized, independent company that has the approval of Licensor to promote, market, sell, install and support Licensor’s Products.  This term does not cover any items supplied by Partner separately from this Agreement.
1.9. "Products" shall mean the software, service and/or hardware manufactured, developed provided, offered and/or licensed by Licensor, (whether free of charge or in exchange for a Subscription Fee, as determined by the Licensor), all as further described in Exhibit A. Licensor shall notify Customer as soon as reasonably feasible of any intended material change, discontinuation or addition to the Products listed on Exhibit A.  Additional terms regarding Product may be described on Exhibit A.
1.10. “Subscription” means the receipt of Products by Customer, in exchange for payment of the Subscription Fee in compliance with the terms and conditions of this Agreement.  “Active Subscription” refers to any Subscriptions (including suspended Subscriptions) that are not terminated.
1.11. “Subscription Fee” means the amount due for each Subscription for each Billing Period during the Subscription Term.  The Subscription Fee is described in Exhibit A.  The Subscription Fee does not include taxes, customs duties, penalties, interests, shipping charges, and other costs (if any).
1.12. “Subscription Term” means the time period during which Customer is entitled to receive Product(s) from Licensor, provided that the terms and conditions of this Agreement are complied with.  The Subscription Term is listed in Exhibit A and outlined in the Customer’s “My Account” page located on Licensors website. 
1.13. “Support” means service provided by Licensor in association with providing Products to Customer for the Subscription Term.

2. Online Registration. To subscribe to Products and Services via the AV Capture All Inc. website, Customer must complete the online registration process, including Customer's electronic acceptance of this Agreement, and Licensor must then accept such online registration. Licensor may reject an online registration by a potential Customer in its sole discretion and is not obligated to provide a reason for its rejection. In the event a potential Customer's online registration is rejected by Licensor, such potential Customer may submit a new online registration for re-evaluation by Licensor.  

2.1. Registration Data. As part of the online registration process, Licensor will collect certain limited information about Customer ("Registration Data"). All Registration Data provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Registration Data as necessary. Licensor reserves the right to terminate this Agreement immediately in the event any Registration Data is found to be inaccurate, incomplete or not current at any time.

2.2. Account Password/Security. As part of the online registration process, Customer will choose a password and a user name. Customer is entirely responsible for maintaining the confidentiality of its password and account, and Customer is solely responsible for any and all activities that occur under its account. Customer agrees to notify Licensor immediately of any unauthorized use of its account or any other breach of security. Licensor shall not be liable for any loss that Customer may incur as a result of a third party using its password or account, either with or without its knowledge. Customer may be held liable for losses incurred by Licensor or another party due to a third party using Customer's account or password.  Licensor does not obtain or have in its possession Customers passwords. 

2.3. Payment Information. As part of the online registration process, Licensor will collect certain additional information related to billing and payment matters ("Payment Information"). Such Payment Information will include a valid debit card or credit card number with available credit sufficient to pay the applicable Subscription Fees, an election of a preferred billing frequency, and other information as required by Licensor.  All Payment Information provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Payment Information as necessary. Customer hereby authorizes Licensor, from time to time, to take steps to determine whether the debit card or credit card number provided is valid. Licensor reserves the right to terminate this Agreement immediately in the event any Payment Information is found to be inaccurate, incomplete or not current at any time.  Licensor shall not be responsible for any overdraft charge or other fees that may be incurred by use of Customer's debit card or credit card.  Customers choosing to be invoiced monthly, please refer to Section 7, “Term of Payment”. 

2.4. Trial and Promotional Offers. From time to time, Licensor may offer certain trial and/or promotional offers. Licensor reserves the right to discontinue or modify coupons, credits, trials and promotional offers at its discretion and without notice. Any such trial or promotional offers may not be combined with other coupons, credits, trials, promotions or any other discounts, and are limited to one (1) per Customer. The details of any trial or promotional offers applicable to Customer shall be listed on Customer's "My Account" page within the Licensor’s website.

2.5. Privacy. Licensor’s use of any information provided by Customer, including without limitation, Registration Data and Payment Information, is set forth in Licensors current Privacy Policy for each of the applicable Service(s), which can be found by clicking on the "Privacy Policy" hypertext link located at the bottom of the respective web page for each Service.  

3. Customer Rights and Restrictions.

3.1. During the Term of this Agreement, and upon Customer's payment of all applicable Subscription Fees, Licensor will enable Customer to access and utilize the Products outlined in Exhibit A herein, in accordance with the provisions of this Agreement.

3.2. Customer shall be solely responsible for all content transferred by Customer or any other party in connection with Customer's access and/or use of the Services, including all visual, written and/or audible communications. Customer hereby agrees not to access and/or use the Services (i) to send unsolicited commercial email in violation of applicable law; (ii) request, collect and/or store sensitive data (such as credit card numbers or social security numbers) from online meeting or webinar attendees; (iii) to communicate any message or material that is deemed harassing, threatening, indecent, obscene, libelous, slanderous, or otherwise unlawful; (iv) in a manner which violates the intellectual property rights of any party; or (v) in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any applicable law or regulation. Although Licensor is not responsible for any such content or communications, Licensor reserves the right to take any action it deems necessary or appropriate in its sole discretion, with respect to any such content or communications of which Licensor may become aware, at any time and without notice to Customer.

3.3. Customer may not reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services or any other aspect of Licensor’s technology.

3.4. Customer may reassign Named Authorized Users without written approval from Licensor or without incurring additional fees. 

3.5. Customer may not resell, distribute, or otherwise use any of the Services on a timeshare or service bureau basis.

3.6. Customer shall not access and/or use any of the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Licensor’s websites, Services or any networks or security systems of Licensor.

3.7. No other rights are granted hereunder except as expressly set forth in this Agreement.

4. SCOPE OF AGREEMENT
4.1. This Agreement shall commence on the Effective Date and continue for the subscription period as stated on Customer's "My Account" page within the Licensors website and as indicated on Exhibit A. Customer may access its "My Account" page at any time and update certain account information.
4.2. Licensor shall hereby grant Customer the right to obtain, install and use, for the duration of the Subscription Term, the Products described herein as indicated on Exhibit A, subject to the terms, conditions, and limitations specifically set forth in this Agreement.
4.3. This Agreement and the attached Exhibits constitute the entire Agreement.  Work performed by a Partner or third party contractor is NOT part of the terms and conditions of this Agreement.  

5. ACCEPTANCE OF THIS AGREEMENT
5.1. This Agreement will become effective upon the “Effective Date” by completing the electronic acceptance process and clicking the “I ACCEPT” terms button.  The terms of any purchase order or invoice that is issued by Customer in connection with this Agreement shall not modify the terms of this Agreement. 

6. CUSTOMER GENERAL OBLIGATIONS
6.1. Customer shall inform all of its Authorized Users of the terms and conditions of this Agreement.  Customer shall enforce their Authorized User’s compliance with all the requirements of this Agreement. 
6.2. Customer shall refrain from assigning Authorized User rights to any individuals and/or legal entities that are not immediate employees of Customer, and to take full responsibility for any actions on their part that could lead to abuses or violations of the terms and conditions of this Agreement.
6.3. Customer shall not use the Content for any unlawful purposes or actions. In the event that Customer uses the Content to violate the rights of a third party or violates applicable laws, Customer agrees to defend, indemnify and hold Licensor harmless against all lawsuits, liability, charges, and penalties, including resulting costs and expenses and payment of attorney fees, that may arise as a result of such actions.
6.4. Customer and Authorized Users will assist Licensor, if required, in the installation of Product during normal business hours by providing the following: (i) sufficient administrative access for Licensor (ii) access to the Internet for the computer on which the Product(s) is installed (iii) access to the Content storage device and (iv) access to the Authorized Users so that Licensor may properly train the Authorized Users.
6.5. Customer acknowledges that Licensor’s Product (other than operating system) is the primary software on the device that Licensor’s Product is installed on and that any Other Software is considered secondary. Customer shall be solely responsible for any secondary software that conflicts with Licensor’s Products.  Licensor is not responsible for any loss of Content as a result of conflicts from Other Software.

7. LICENSOR GENERAL OBLIGATIONS
7.1. Customer shall for the duration of the Subscription Term receive free Product updates and upgrades that Licensor makes generally available to Customers of the Products.  Such free Product updates and upgrades do not include any custom development or implementation undertaken on Customer’s behalf.

8. TERMS OF PAYMENT
8.1. Customer is responsible to pay all Subscription Fees, as indicated on the Billing Document or stated on the Customer’s “My Account” page within the Licensors website, for each Billing Period. In addition to the Subscription Fees, other fees may be charged if mutually agreed upon by Customer and Licensor.  Such fees may include reimbursable expenses and all applicable licenses, taxes, permits, fees, customs charges, fines, insurance, and/or other expenses associated with the purchase, installation, delivery, and use of Licensor’s Products.
8.2. At Licensor’s discretion, Subscription Fees, reimbursable expenses, interest, and other costs for which Customer is obligated may be invoiced together or separately.
8.3. In the event of nonpayment or late payment by Customer, Licensor reserves the right to suspend the Subscription pending Customer’s payment of all amounts in arrears or to terminate this Agreement in accordance with Section 12 below, and/or pursue other remedies permitted by law.  Customer agrees to be responsible and liable for all collection costs, including reasonable attorney fees, incurred as a result of nonpayment of the Subscription Fees and/or reimbursable expenses, as well as for interest on past due sums at the lesser of the maximum legally chargeable interest rate or 18 percent per annum.
8.4. In the event of early termination of any Subscription or this Agreement, Customer agrees to pay Licensor compensation in an amount consisting of the following: (i) any amounts owed by Customer in the form of outstanding payments that are due as of the time of termination; and (ii) fifty (50) percent of the total balance due under the Subscription Term.

9. RENEWAL
9.1. Each Subscription associated with this Agreement shall remain in force for the duration of its Subscription Term, unless terminated in accordance with Section 10 below.  Licensor shall notify Customer of renewal terms ninety (90) days prior to the end of the Subscription Term.  If a renewal Agreement is not in place by the end of the Subscription Term, the Subscription Agreement will automatically convert to a month-to-month Subscription Term at then current pricing. Any renewal period shall be governed by the terms and conditions of this Agreement, unless modified by terms provided by Licensor to Customer prior to the commencement of a renewal term.

9.2. This Agreement shall remain in full force and effect for as long as any Subscription remains active.

10. VOLUNTARY SUSPENSION OF SUBSCRIPTION 
10.1. Whenever a situation may arise where Customer needs to suspend the operations for which a particular Subscription is used, Customer shall have the right to request that Licensor suspend any or all Subscriptions for a specified period of time without incurring early termination penalties and reactivation charges.  The terms and conditions for suspension and reactivation of the Subscription(s) shall be made by a written instrument, agreed and signed by both Parties.  At no time shall such a Voluntary Suspension be longer than ninety (90) calendar days.

11. TERMINATION OF SUBSCRIPTION
11.1. The Parties may voluntarily terminate any Subscription prior to the expiration date of the Subscription Term, without indicating their reasons for termination, by serving written notice to the other Party no later than thirty (30) days prior to the date of termination. No Subscription may be voluntarily terminated within the final twenty five (25) percent of the Subscription Term.  Access to and usage of the Products related to the terminated Subscription shall be prohibited as of the date of termination.  Upon termination, with respect to the Products related to the Subscription being terminated, Customer shall (i) discontinue all use of the Products, and components thereof; and (ii) if so required elsewhere in this Agreement or Exhibits, return or destroy any items relating to the Products (including but not limited to, media, software, hardware, and electronic and printed documentation), except where records are required to be retained by law. 
11.2. Any remaining Active Subscriptions shall remain in full force unless terminated as provided herein.

12. REFUND
12.1. In the event of voluntary termination of any Subscription(s) or this Agreement, Licensor shall refund to Customer 50% of the unused portion of the total Subscription Fee pre-paid by Customer for the Subscription Term for any Subscription(s) being terminated.  The unused portion of the Subscription Fee shall be calculated beginning on the thirty-first (31) day after receiving written notice from Customer, less any amounts owed by Customer for unpaid fees as of the termination date.
12.2. Should Licensor terminate this Agreement due to a breach on the part of Customer, Customer will not be entitled to a refund.

13. TERMINATION OF AGREEMENT
13.1. The Parties may voluntarily terminate this Agreement at any time, subject to the provisions of Section 10, by serving written notice to the other Party no later than thirty (30) days prior to the date of termination. 
13.2. Licensor may terminate this Agreement without prior notice in the event of Customer’s breach of any of the terms and conditions of this Agreement. Alternatively, Licensor may temporarily suspend any or all Active Subscriptions until the breach is cured, provided, however, that if Customer fails to cure the breach within thirty (30) days after receiving written notice, this Agreement shall automatically terminate without further notice. Access to and usage of the Product related to the suspended Subscription(s) shall be prohibited as of the date of suspension thereof. Customer shall be liable for all fees and costs incurred during the period of such suspension. Upon termination of this Agreement, Customer shall (i) discontinue all use of the Product; (ii) if so required elsewhere in this Agreement or Exhibits, return or destroy any items relating to the Product (including but not limited to media, software, hardware, and electronic and printed documentation), except records that are required to be retained by law; (iii) provide written notice to Licensor by mail, fax, or email, certifying that Customer has complied with this paragraph.
13.3. Licensor shall not be liable for any expenses incurred by Customer as a result of termination of this Agreement as a whole or any Subscription in particular.
13.4. The provisions and terms of this Agreement pertaining to the Parties’ financial obligations and liability, proprietary rights, copyright protection, as well as Customer obligations relating to the termination procedures described herein and any other provision which by its nature should survive, shall remain in force after any termination of this Agreement as a whole or any Subscription in particular.

14. INTELLECTUAL PROPERTY RIGHTS
14.1. The Products, and other items supplied by Licensor may contain authorship materials, trademarks, word-marks and other materials that are protected by international conventions and national trademark and copyright laws.  All proprietary rights and rights of ownership shall be reserved to their owners, including rights of authorship, creation of derivative works (including translation to foreign languages), inclusion in compilations and collective works, dissemination, and other rights. Customer shall refrain from claiming proprietary rights by virtue of access and use of the Products, and components thereof.

15. CONFIDENTIALITY
15.1. If Licensor and Customer have signed a separate non-disclosure agreement, the terms of such non-disclosure agreement control and are incorporated herein.  In the event that Licensor and Customer have not signed a separate non-disclosure agreement. Customer acknowledges that by reason of this Agreement herein it will have access to certain confidential information and materials concerning Licensor's business, plans, methodology, customers, technology, and Product, including without limitation certain information that Licensor considers to be trade secrets (“Confidential Information”).  Customer agrees that, except in conjunction with the performance of its obligations contained herein, Customer will not use in any way for its own account or the account of any third party, nor disclose to any third party except as may be required by law, any such confidential information revealed to it in written or other tangible form or orally, and identified as confidential by Licensor without the prior written consent of Licensor, except as required by law.  Customer shall take reasonable precaution to protect the confidentiality of such information.  Upon request by Customer, Licensor shall advise whether or not it considers any particular information or materials to be confidential.  If Customer is required to make any disclosure of Licensor's confidential information, to the extent it is legally required to do so, it will give reasonable advance written notice to Licensor of such disclosure and Licensor is responsible for taking any action it deems reasonably necessary to protect its software and/or records from disclosure.  

16. FORCE MAJEURE
16.1. The Parties shall be absolved of liability for delays caused by events beyond the Parties’ control. Such events shall include acts of natural phenomena, war, popular unrest, epidemics, fire, flood, earthquake and other natural disasters, failures in the operation of computer networks and communications systems, and disruptions in the operation of postal and courier services.

17. DISCLAIMER OF WARRANTIES
17.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, ITS PARTNERS, AND SUPPLIERS PROVIDE THE INFORMATION AND THE PRODUCTS “AS IS” WITH All FAULTS AND DEFECTS THEREIN AND WITHOUT ANY WARRANTIES AND CONDITIONS, WHETHEREXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, AND OF NEGLIGENCE, All WITH REGARD TO THE INFORMATION, SERVICES AND PRODUCTS OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES FOR SUCH INFORMATION AND PRODUCTS OR OTHERWISE ARISING OUT OF THE USE OF THE INFORMATION, SERVICES, AND PRODUCTS. THE INFORMATION FURNISHED BY LICENSOR MAY BE USED SOLELY FOR REFERENCE PURPOSES IN THE PROCESS OF INFORMATION EXCHANGE AND SHALL BE USED IN ADDITION TO AND IN CONJUNCTION WITH APPLICABLE REQUIREMENTS OF LAWS, CODES, RULES, REGULATIONS, STANDARDS, AND OTHER REQUIREMENTS ESTABLISHED BY AUTHORITIES POSSESSING VARIOUS LEVELS OF JURISDICTION. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NONINFRINGEMENT WITH REGARD TO THE INFORMATION AND PRODUCT PROVIDED.

18. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES
18.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS PARTNERS, OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF CONTENT OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES FOR SUCH PRODUCT OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF LICENSOR, ITS PARTNERS, OR ANY SUPPLIER, AND EVEN IF LICENSOR, ITS PARTNER, OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER SHALL REFRAIN FROM ASSIGNING LIABILITY TO LICENSOR FOR USAGE OF THE INFORMATION SUPPLIED, BASED ON THE CIRCUMSTANCE THAT LICENSOR MERELY SUPPLIES THE INFORMATION BUT DOES NOT GENERATE IT, UNLESS EXPRESSLY STIPULATED OTHERWISE.

19. LIMITATION OF LIABILITY AND REMEDIES
19.1. NOTWITHSTANDING ANY DAMAGES THAT CUSTOMER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, All DAMAGES REFERENCED HEREIN AND All DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF LICENSOR, ITS PARTNER, AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT OR ANY THEORY OF LIABILITY SHALL BE LIMITED TO THE GREATER OF THE SUBSCRIPTION FEE ACTUALLY PAID BY CUSTOMER OR USD10.00. ANY CAUSE OF ACTION BY CUSTOMER WITH RESPECT TO ANY PRODUCT PROVIDED MUST BE INSTITUTED WITHIN ONE (1) YEAR OF THE CLAIM OR CAUSE OF ACTION HAVING ARISEN. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

20. ASSIGNMENT OF RIGHTS
20.1. Each party hereby represents and warrants to the other party that it has all the necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party.  
20.2. Customer may not assign or sublicense the rights granted under this Agreement to any party, wholly or in part, without Licensor’s prior written consent. Any unauthorized attempt by Customer to assign this Agreement or its rights and obligations under this Agreement to a third party shall be deemed null and void and contrary to the terms and conditions of this Agreement.

21. GOVERNING LAW
21.1. This Agreement shall be governed by the laws of the State of Washington.

22. ENTIRE AGREEMENT
22.1. This Agreement, along with Exhibit A and any attachments hereto, constitutes the entire agreement between the Parties relating to the subject matter hereof. Unless specifically stated herein to the contrary, this Agreement does not apply to any other oral or written agreement between the Parties and supersedes all prior written and contemporaneous oral negotiations, discussions, commitments, and understandings (“Prior Agreements”) with respect to the subject matter hereof. In the event any such Prior Agreement remains in effect to the extent required by applicable law, if there is a conflict between the provisions of this Agreement and such Prior Agreement, the provisions stipulated in the body of this Agreement shall control.
22.2. Failure by either Party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or of any other provision of this Agreement.

23. NOTICES
23.1. Licensor shall notify Customer of any change to the Authorized Partner assigned to Licensor, listed in Exhibit A, sixty (60) days prior to any change.
23.2. Notices by Parties may be given by means of electronic mail, fax, or by conventional mail, unless otherwise specified in this Agreement.
23.3. All notices to Licensor must be sent to the addresses listed on the following web page: 
AV Capture All Inc. "Contact Us"